Last Updated on June 2020
Zyrl Terms & Service Agreement.
TERMS OF SERVICE ----
THIS ZYRL Co. TERMS & SERVICE AGREEMENT (this “Agreement” or this “Marketing Agreement”) begins once payment is submitted for the service. In consideration of the mutual covenants set forth herein, and intending to be legally bound thereby, the parties agree as follows:
You (“Customer”) represent that you are a business that desires to use, as described in this Agreement, the ZYRL Product for the benefit of ZYRL providing services in connection with advertising campaigns and processes that may utilize the ZYRL Product, or that you are the direct user of the ZYRL Product for your own brand or an affiliate brand as may be described in this agreement, to do marketing campaigns using the ZYRL Product as selected.
Upon your execution and submission of starting your ZYRL service, this is to be a legally binding contract between Customer and ZYRL (the “Agreement”), in this Terms of Service and the Service Level Agreement. By using the ZYRL Products, Customer agrees to be bound by the Terms of this Agreement as the Terms are posted here. By using such Products, you represent that you have reviewed the current draft of this Agreement, the Privacy Statement and the Service Level Agreement.
This service is operated by ZYRL Co. Throughout this service agreement, the terms “we”, “us” and “our” refer to ZYRL Co. . ZYRL Co. offers this product, including all information, tools and services available from us to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.
By purchasing our product, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of our service.
Please read these Terms of Service carefully before purchasing our product. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do agree to all the terms and
conditions of this agreement, then you may purchase our product and have full access to use any and all of our services available to you in the product plan you purchased.
ZYRL Co. makes available marketing, promotional services, loyalty opportunities and full visibility into business functionality. Any new features or tools which are added to the product shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on your customer dashboard. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to the terms of service. It is your responsibility to check the agreement periodically for changes. Your continued use of or access to our service following the posting of any changes constitutes acceptance of those changes.
Zyrl grants to Customer, and Customer accepts, a non-transferable, non-sublicensable, non-exclusive subscription and license and right to access or to use any and all of our services available to you in the product plan you purchased. Customer further acknowledges that their access and use of the the ZYRL service will be limited to only the access available on ZYRL’s customer dashboard and other designated websites for which ZYRL shall provide access to Customer and or Customer’s Clients to use the ZYRL Products.
Member Account, Password and Security
You are responsible for maintaining the confidentiality of your password and/or mobile device, as applicable, and account, if any, and are fully responsible for any and all activities that occur under your password and/or mobile device, as applicable, or account. You agree to (a) immediately notify ZYRL of any unauthorized use of your password and/or mobile device, as applicable, or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. ZYRL will not be liable for any loss or damage arising from your failure to comply with this Section.
Modifications to Service
ZYRL reserves the right to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. You agree that ZYRL shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
ZYRL will provide Customer with technical support for Customer’s designated representatives by phone or email during ZYRL’s regular business hours (Monday through Friday, 9:00 a.m. to 6:00 p.m. (PST), except for holidays as observed by UNITED STATES federal banks). As long as Customer is currently in its obligations to ZYRL in the SO and under the terms of this Agreement, ZYRL shall provide Customer with the services described in the Client Services Agreement (SLA) available in your customer dashboard and on our website www.Zyrl.us
As used herein, “Customer Content” means any text, book excerpts, promotional materials, files, images, photos, video, sounds, musical works, works of authorship, applications, trademarks, logos, imprint names or any other material that is posted, displayed or transmitted by or on behalf of Customer [if Customer is marketing a product] . ZYRL may use Customer Content as necessary to provide the Services and shall otherwise obtain no right in or to any Customer Content, including any intellectual property rights which subsist therein if ZYRL did not create customer content. If ZYRL did create the customer content than ZYRL has the rights to the content to be used for internal case studies or any external uses. Customer is responsible for maintaining copies, duplicates or back-ups of any Customer Content. Customer Content created by ZYRL may not be used to create derivative works nor combined with other materials to create combined content without prior written consent. Customer may not remove any copyright or trademark notice or any other notices included in or with any Customer Content.
All Rewards made available in connection with the Service are promotional only. Such Rewards are made available directly by the relevant merchant providing such Reward (“Rewards Provider”) (not ZYRL itself) and are redeemable solely for the applicable goods or services of the relevant Rewards Provider. The Rewards Provider, not ZYRL, is the provider of the Rewards and such goods and services and is solely responsible for redeeming any Rewards you obtain. ZYRL will have no liability if a Rewards Provider refuses or fails to honor any Reward. In addition, the following terms and conditions also apply to all Rewards:
● Redemption frequency is determined by the Rewards Provider.
● Use of Rewards relating to alcoholic beverages is at the sole discretion of the Rewards Provider and is subject to compliance with applicable law.
● Rewards cannot be combined with any other rewards, offers, vouchers, third party certificates, coupons, or promotions, unless otherwise specified by the Rewards Provider.
● Rewards cannot be used for taxes, tips or prior balances, unless permitted by the Rewards Provider.
● Neither ZYRL nor the Rewards Provider is responsible for malfunctioning, lost, or misplaced vouchers.
● Reproduction or sale of any Reward is prohibited.
● Any attempted redemption not consistent with these Terms of Service or any other restrictions
imposed by the Rewards Provider or ZYRL (including any Reward-specific terms associated with
a Reward) will render the Reward void.
● Rewards are void to the extent prohibited by law.
● Rewards may be applied only to the applicable products or services sold by the Rewards
Provider that are the subject of such Rewards.
● Limit one (1) Reward per redemption. Only one Reward can be used per redemption unless
otherwise specified by the Rewards Provider.
Customer will provide approval, changes, or their own creative work if needed within 10 days prior to any marketing campaign. In regards to ZYRL tagging, customer is relied upon to drive the success of the feature. Customer must provide training with the assistance of ZYRL to employees to drive success in tagging feature. Customer is required to use a point of sales system if available and compatible with ZYRL’s capabilities. This requirement is out of a desire to give customer the most accurate reflection of marketing data. Customer will have the option to create Customer Content or allow ZYRL to create content. Customer is also responsible for providing all rewards or promotional giveaways used to drive all marketing efforts. That cost will not be attributed to ZYRL and is in no way reflected in the cost of the service. Also the customer is required to stay up to date on any ZYRL policy changes, updates or terminations of an features.
Third Party Services
You may need to register for third party services (e.g., Facebook Messenger or Square) and otherwise enable various third party services to be directly integrated into your ZYRL experience. By enabling third party services within the Service, you are allowing us to pass your log-in information or other information (e.g., token authentication information) to these service providers for this purpose. Please remember that the manner in which third party services use, store and disclose your information is governed solely by the policies of such third parties, and ZYRL shall have no liability or responsibility for the privacy practices or other actions of any third party site or service that may be enabled within the Service. In addition, ZYRL is not responsible for the accuracy, availability or reliability of any information, content, goods, data, opinions, advice or statements made available in connection with third party services, and such third party services may revoke authentication at any time. As such, ZYRL is not liable for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such third party service. ZYRL enables these features merely as a convenience and the inclusion of such features does not imply an endorsement or recommendation.
TRADEMARKS AND MARKETING
Customer agrees that, during the term of this Agreement, ZYRL may use the Customer’s trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification (“Trademarks”) in connection with its performance hereunder. Any other proposed use of a party’s (or party’s clients’) Trademarks shall be subject to Customer’s prior written approval in each instance except that ZYRL may list Customer as a client on ZYRL’s website. Neither party will portray the other in a false, misleading, or derogatory manner. The customer agrees to submit in advance any press releases, marketing materials, case studies and all such marketing activities that involve the ZYRL brand, and they shall be mutually agreed upon prior to publication.
INTELLECTUAL PROPERTY RIGHTS
Except for Customer Content created by the company, Customer and Customer’s clients do not have and will not acquire any right, title and interest in and to the ZYRL Product or any intellectual property rights which subsist therein (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Nothing created under this Agreement is a joint work. For the sake of clarification this provision shall include any customization of the ZYRL Product.
Customer will not have license or authority to use and/or reproduce any content created (blog posts, pictures, etc.) on behalf of Customer by influencers through the ZYRL Products without Zyrl written approval. Such created content shall be included in Customer Content upon its creation for the purposes of this Agreement.
Unless otherwise expressly authorized herein or in the Service, you agree not to display, distribute, license, perform, publish, reproduce, duplicate, copy, create derivative works from, modify, sell, resell, exploit, transfer or transmit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service. The Service is for your personal use and may not be used for direct commercial endeavors.
Service Content, Software and Trademarks
You acknowledge and agree that the Service may contain content (“Service Content”) that is protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Except as expressly authorized by ZYRL, you agree not to modify, copy, frame, scrape, rent, lease, loan, sell, distribute or create derivative works based on the Service or the Service Content, in whole or in part, except that the foregoing does not apply to your own User Content (as defined below) that you legally upload to the Service, if any. In connection with your use of the Service you shall not engage in or use any data mining, robots, scraping or similar data gathering or extraction methods. Any use of the Site or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying or related to the Service is the property of ZYRL, our affiliates and our partners (the “Software”). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse
assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by ZYRL.
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that any Content made available in connection with the Service infringes your copyright, you (or your agent) may send ZYRL a notice requesting that the Content be removed, or access to it blocked. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details). Notices and counter notices with respect to the Service should be sent to ZYRL at:
2225 3rd St
San Francisco, CA 94107
By Email: Clientsuccess@zyrl.us
ZYRL will be free to implement, use, modify or otherwise exploit, Customer’s ideas, suggestions or materials (or any part thereof) related to the ZYRL Product without any payment or other obligation to Customer, and Customer agrees never to assert against ZYRL any claim based on any proprietary rights therein. Customer acknowledges that ZYRL may modify, update or otherwise change the ZYRL Products from time to time.
FEES AND PAYMENTS
The service fees payable to ZYRL hereunder are set forth in this agreement. All payments shall be due upon receipt of invoice and shall be payable within 15 days of the date of the invoice. A late fee may be charged on overdue amounts at the rate of eighteen percent per annum (18%), or the maximum permitted by law, and late fees shall be applied monthly on all outstanding balances commencing with the date payment was due. All costs incurred for collection of amounts due (including, but not limited to, attorney's fees) and any bank charges shall be paid by Customer.
The fees and all other amounts due under this Agreement are net amounts, exclusive of all taxes, duties, and assessments, including without limitation all sales, withholding, VAT, excise, ad valorem, and use taxes (collectively, the “Taxes”) and are not subject to offset or reduction because of any taxes incurred by Customer or otherwise due as a result of this Agreement. Customer shall be responsible for and shall pay directly, any and all taxes relating to its use of the ZYRL Product. In all other cases, Customer will be responsible for collecting applicable taxes on the sale of Customer’s products and remitting payments to the appropriate taxing authority. Customer will indemnify, defend and hold ZYRL harmless from and against any applicable taxes arising from transactions executed on the ZYRL Product except for those taxes based on ZYRL’s income.
TERM AND TERMINATION
This Agreement commences on the Services Commencement Date of the first Sales Order between the parties (“the Effective Date”) and shall continue in effect thereafter every month, unless superseded or otherwise terminate. In agreeing to this Terms and Services, the Customer is agreeing to paying for the Zyrl product for a mandatory minimum of 6 consecutive month starting for the time of the initial purchase. Each month after the first mandatory minimum 6 consecutive month will be at will for the customer. This service will become effective upon its Services Commencement Date which begins on submission of the first Zyrl payment and shall continue in effect until customer sends written request of cancellation that is then accepted by ZYRL after and only after the first mandatory minimum 6 consecutive months. For the avoidance of doubt, unless otherwise agreed between the Parties in writing this Agreement shall not terminate until the termination of the service between the parties.
ZYRL may terminate this Agreement at anytime for any reason with written notice to other party. If customer desires to terminate this Agreement before the first mandatory minimum 6 consecutive months than the customer must pay an early termination fee of $399. Early termination can not be completed in between a payment period. For example If your services are billed on the 12th of the first month and you want to cancel on the 23rd of the second month there will be no prorated refund. You will have paid the first month’s service fee, the second month's service fee and the early termination fee of $399. If you would like to suspend your services due to a natural catastrophe, remodel or other major changes out of your control than you may suspend your services for up to 60 days for $12.00 a month. Major changes out of your control will be determined and evaluated by ZYRL.
If either party shall be adjudicated a bankrupt, institute voluntary proceedings for Chapter 7 Bankruptcy protection, make any general assignment for the benefit of its creditors, apply for or consent to the appointment of a receiver for it or its property, or admit in writing its inability to pay its debts as they become due because of events out of its control, the other party may terminate this Agreement by written notice. Any such termination shall not relieve either party from any accrued obligations hereunder.
Upon termination or expiration of this Agreement, ZYRL shall return to Customer all Customer Content created by the customer and shall delete all such Customer Content from any computers, networks or software system under its control and shall certify to Customer its compliance with the requirements of this provision.
Accrued payment obligations, will survive any expiration or termination of this Agreement. Upon expiration or termination of this Agreement, ZYRL may delete the Customer Content permanently from ZYRL’s servers.
“Confidential Information” means any and all proprietary information and includes the terms of this Agreement. Except as permitted by this Agreement, neither party will (a) make any use of the other party’s Confidential Information; (b) acquire any right in the other party’s Confidential Information; (c) disclose any of the other party’s Confidential Information to a third party; or (d) refuse to promptly return or destroy the other party’s Confidential Information upon request. Notwithstanding the foregoing, this section will not apply to any information that the receiving party can demonstrate: (a) is or becomes a part
of the public domain through no fault of its own; or (b) was in the possession of the receiving party at the time of its disclosure by the disclosing party as evidenced by files existing at the time of disclosure. Further, either party may disclose the other party’s Confidential Information to the extent required by law or by order of a court or governmental agency after providing notice to the other party, and providing such party with the opportunity to seek a protective order. The parties shall issue mutually approved press releases announcing the consummation of this Agreement and future launches of additional Platform Components and the parties may disclose the existence of this Agreement and the parties’ relationship in their respective marketing materials, financial reports, presentations, website materials, customer lists and other media but Customer shall submit any such disclosure to ZYRL for approval prior to any disclosure and in no event may either party disclose the financial or other terms of this Agreement. The covenants set forth in this section (a) will apply upon commencement of this Agreement to any Confidential Information disclosed to the receiving party, including Confidential Information disclosed during the course of negotiation of this Agreement; and (b) will continue after termination of this Agreement.
Indemnity and Release
You agree to release, indemnify and hold ZYRL and its affiliates and their officers, employees, directors and agent harmless from any from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind and injury (including death) arising out of or relating to your use of the Service, any User Content, your connection to the Service, your violation of these Terms of Service or your violation of any rights of another. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
Disclaimer of Warranties
YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZYRL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
ZYRL MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZYRL SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF ZYRL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE SERVICE; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (V) ANY OTHER MATTER RELATING TO THE SERVICE. IN NO EVENT SHALL ZYRLS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID ZYRL IN THE LAST SIX (6) MONTHS, OR, IF GREATER THAN, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE AS SOON AS POSSIBLE.
You agree that you are solely responsible for your interactions with any other user, Rewards Provider or third party in connection with the Service (or any third party service with which the Service is integrated), and ZYRL will have no liability or responsibility with respect thereto. ZYRL reserves the right, but has no obligation, to become involved in any way with disputes between you and any Rewards Provider or other third party in connection with the Service (or any third party service with which the Service is integrated). In addition, without limiting the foregoing, ZYRL will have no liability or responsibility for any acts or omissions of Rewards Providers with respect to their use of any of your information or your interactions with them.
Either party should be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to acts of God, acts of war, fire, laws, proclamations, ordinances or regulations, riots, earthquakes, floods, explosions, or any other acts of nature. The obligations and rights of the party so excused shall be extended on a day to day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations continues for a period in excess of
thirty (90) days, either party shall have the right to terminate this agreement upon ten (10) days prior written notice to the other party.
Copyright 2020 ZYRL™. All rights reserved.